Common stock and redeemable convertible preferred stock | Note 13. Common stock and redeemable convertible preferred stock The following table summarizes the authorized, issued and outstanding shares of the Company by class of stock as of December 31, 2015 and 2014. All shares have a par value of $0.001: December 31, 2015 December 31, 2014 Authorized Shares Issued and Outstanding Shares Authorized Shares Issued and Outstanding Shares Common Stock Preferred Stock — — — Series A Preferred Stock — — Series B Preferred Stock — — Series B-1 Preferred Stock — — Series C Preferred Stock — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Shares Issued ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury Stock ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Outstanding Shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Authorized Shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Prior to the Company's IPO, the Company had classified its classes of redeemable convertible preferred stock as mezzanine equity based upon the terms and conditions which contain various redemption and conversion features. The Company evaluated its redeemable convertible preferred stock for potential embedded derivatives. In doing so, the Company first concluded that the nature of the host contract was more equity than debt like. The embedded conversion features were determined not to be derivatives as net settlement did not exist. Additionally, the conversion features are clearly and closely related to an equity host contract. Consideration was also given to whether a beneficial conversion feature should be recognized in additional paid in capital for the intrinsic value of the conversion feature at the issuance date. None was recognized given that the effective conversion price exceeded the value of the common stock on that date. The redemption feature was deemed not to be a derivative since settlement would be gross. In connection with the sale of shares of the Company's Series B-1 Redeemable Convertible Preferred Stock ("Series B-1"), the Series B-1 investors also received warrants to purchase 389,474 shares of common stock at an exercise price of $.0024 per share ("Series B-1 warrants"). In 2013, 520 shares of common stock were issued as a result of the exercise of certain of the Series B-1 warrants. There were no exercises of Series B-1 warrants in 2014. During the year ended December 31, 2015, the Company issued a total of 286,968 shares of its common stock upon the exercise of Series B-1 warrants held by several investors at an exercise price of $0.0024 per share. As of December 31, 2015, Series B-1 warrants to purchase 50,158 shares of common stock remained outstanding, and expire in 2016. In February and March 2014, the Company closed on additional Series C financings totaling 1,986,586 shares, raising $9.9 million. On December 31, 2014, the Company closed on an additional Series C financing which included the issuance of a warrant to purchase one additional share of Series C at a purchase price of $5.00 per share for every two purchased shares of Series C provided the investor purchased its pro-rata share of the Series C. In the event that the Company's Series C is converted into common stock or another class of the Company's stock (called "Conversion Stock") during the warrant exercise period, then the warrants will become exercisable for the Conversion Stock and the exercise price of those warrants shall be ratably adjusted. The December 2014 Series C financing resulted in the issuance of 1,499,935 shares and 749,967 warrants (see warrant liability section below) and raised $7.5 million. Between December 2014 and February 25, 2015, the Company closed on additional Series C financings totaling 4,124,871 shares and 1,947,185 warrants, raising a total of $20.6 million, of which 2,624,936 shares and 1,197,218 warrants were issued and $13.1 million was received after December 31, 2014. From June 30, 2015 through July 27, 2015, the Company issued a total of 1,000,000 shares of its Series C to several investors upon the exercise of warrants held by those investors at an exercise price of $5.00 per share, for an aggregate exercise price of $5 million. Reverse Stock Split On July 10, 2015, the Company filed an amendment to its amended and restated certificate of incorporation, effecting a 1-for-2.4 reverse stock split of the Company's issued and outstanding shares of common stock as approved by the board of directors on July 9, 2015. All issued and outstanding common stock and per share amounts contained in the Company's financial statements have been retroactively adjusted to reflect this reverse stock split for all periods presented. Authorized Shares In connection with the closing of the Company's IPO on July 28, 2015, the Company amended and restated its certificate of incorporation to authorize 5,000,000 shares of preferred stock, par value $0.001 per share, and 100,000,000 shares of common stock, par value $0.001 per share. Public Offerings and Related Transactions On July 28, 2015, the Company closed its IPO whereby the Company sold 5,520,000 shares of common stock, at a public offering price of $15.00 per share, which includes 720,000 shares of common stock resulting from the underwriters' exercise of their over-allotment option at the IPO price on July 23, 2015. Proceeds from the Company's IPO, net of underwriting discounts and commissions and other offering costs, were $75.0 million. Upon the closing of the Company's IPO, all of the Company's Preferred Shares converted into shares of the Company's Common Stock, all such Preferred Shares were retired and cancelled and shall not be reissued as shares of such series, and all rights and preferences of those Preferred Shares were cancelled including the right to receive undeclared accumulated dividends. Each of the following occurred in connection with the closing of the Company's IPO on July 28, 2015: • the conversion of all outstanding shares of convertible preferred stock into 9,217,983 shares of the Company's common stock; • the conversion of the Hercules Warrants to purchase 170,000 shares of Series C into warrants to purchase 70,833 shares of the Company's common stock and the resultant reclassification of the warrant liability to Additional Paid in Capital within Stockholders' Equity (Deficit); and • the net exercise of outstanding Series C warrants issued in conjunction with the Series C financing to purchase 947,185 shares of Series C for 78,926 shares of the Company's common stock. In accordance with the conversion provision of the Company's Third Amended and Restated Certificate of Incorporation, as amended, which was triggered upon the Company's IPO, all rights with respect to the Preferred Shares of the Company were terminated, including redemption rights. Prior to the closing of the Company's IPO, the rights and preferences of the preferred stock were as follows: Dividends: Dividends could not be paid on the common stock unless equivalent or larger dividends had been paid to holders of the Series C, Series B-1, Series B and Series A Redeemable Convertible Preferred Stock ("Series A") on an as-if converted basis and other financial tests, as defined, had been met. From and after the date of the issuance of the Series B-1 until the retirement and cancellation of Series B-1 in conjunction with the Company's IPO, dividends at the rate per annum of 8% of the Series B-1 original issuance price of $5.00 were accrued on such shares of Series B-1. Dividends accrued from day to day, whether or not declared, and were cumulative. The accruing dividends were to be payable in additional shares of Series B-1, valued at the Series B-1 original issuance price, unless the board of directors of the Company elected to pay all or any portion of the accruing dividends in cash. In accordance with the conversion provision of the Company's Third Amended and Restated Certificate of Incorporation, as amended, which was triggered upon the Company's IPO, all rights with respect to the Preferred Shares of the Company were terminated, including the right to receive undeclared dividends. The Series B-1 cumulative dividends were never declared by the Company's board of directors. Voting: The holders of Series C, Series B-1, Series B and Series A were entitled to cast the number of votes equal to the number of whole shares of common stock into which such shares of preferred stock held by such holder were convertible. Liquidation: In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series C then outstanding were entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment could be made to the holders of Series B-1, Series B, Series A or common stock, an amount per share equal to their original issuance price of $5.00 per share, plus any declared but unpaid dividends. The holders of Series B-1 and Series B then outstanding were then entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment could be made to the holders of Series A or common stock, an amount per share equal to their original issuance price of $5.00 per share, plus any declared but unpaid dividends, plus any accrued dividends for the Series B-1. In addition to the payments above, the holders of Series B-1 then outstanding were then entitled to be paid an additional amount out of the assets of the Company available for distribution to its stockholders, before any payment could be made to the holders of Series A or common stock, an amount per share equal to their original issuance price of $5.00 per share. The holders of Series A then outstanding were then entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment could be made to the holders of common stock, an amount per share equal to their original issuance price of $5.00 per share, plus any declared but unpaid dividends. If there were any residual amounts available to be paid out of the assets of the Company, such amounts were to be distributed ratably to the holders of Series B, Series B-1 and Series C shares and the holders of the common stock. Although holders of Series A received no ratable residual distribution, such holders could exercise their option and convert to common shares, thereby also receiving a ratable distribution of any such residual amounts available to be paid out. Redemption: Prior to the retirement and cancellation of the Company's Preferred Shares as a result of the IPO, the holders of a majority of the outstanding shares of Series C, Series B-1 and Series B, voting together as a single class, could require the Company to redeem the Series C, Series B-1 and Series B at their original purchase price of $5.00 per share in three annual installments by giving a sixty-day notice at any time on or after March 31, 2017. On March 25, 2014, the Company amended the initial redemption date, extending it to November 1, 2017. On each redemption date, the Company was to redeem, on a pro rata basis in accordance with the number of shares of Series C, Series B-1 and Series B owned by each holder, that number of outstanding shares of Series C, Series B-1 and Series B. If the Company did not have sufficient funds legally available to redeem on any redemption date, the Company was to redeem a pro rata portion of each holder's Series C, Series B-1 and Series B out of funds legally available. The Series C, Series B-1 and Series B were to be redeemable on November 1, 2017, their carrying value was being accreted to the minimum redemption value of $5.00 per share or $43,768,000, $27,309,000 and $15,565,000, respectively, over the period from issuance through November 1, 2017 using the effective interest method for issuances through December 31, 2014. Due to the additional issuances of Series C prior to the IPO, the Series C was accreted to the increased minimum redemption value of $5.00 per share, or $57,642,000, over the period from issuance through the IPO effective date using the effective interest method. The amount of accretion recorded in 2015, 2014 and 2013 for Series C amounted to $607,000, $87,000 and $78,000, respectively. The amount of accretion recorded in 2015, 2014 and 2013 for Series B-1 was $370,000, $679,000 and $756,000, respectively. The amount of accretion recorded in 2015, 2014 and 2013 for Series B amounted to $192,000, $352,000 and $394,000, respectively. In accordance with the conversion provision of the Company's Third Amended and Restated Certificate of Incorporation, as amended, which was triggered upon the Company's IPO, all rights with respect to the Preferred Shares of the Company were terminated, including redemption rights. Warrant liability: In connection with the December 2014 $7.5 million additional Series C financing (see above) the Company issued warrants to purchase an aggregate 749,967 shares of the Series C. The proceeds from the December 2014 additional Series C financing with stock purchase warrants were allocated to the two elements based on the fair value of the Series C warrants at time of issuance. The remainder of the proceeds was allocated to the redeemable convertible preferred instrument portion of the transaction, resulting in a discount. The portion of the proceeds so allocated to the warrants is accounted for as a warrant liability and periodically adjusted to fair value through the statement of operations. The related preferred stock discount is amortized as preferred stock accretion to redemption value over the remaining term until the redemption date using the effective interest method. The fair value of the 749,967 Series C Warrants was $1,335,000, with the residual $6,108,000, net of legal fees of $57,000, allocated to the 1,499,935 shares of Series C as of Deceember 31, 2014. The proceeds from the 2015 additional Series C financing with stock purchase warrants were allocated to the two elements based on the fair value of the Series C warrants at time of issuance. The remainder of the proceeds was allocated to the redeemable convertible preferred instrument portion of the transaction, resulting in a discount. The portion of the proceeds so allocated to the warrants is accounted for as a warrant liability and periodically adjusted to fair value through the statement of operations. The related preferred stock discount is amortized as preferred stock accretion to redemption value over the remaining term until the redemption date using the effective interest method. The fair value of the 1,197,218 Series C warrants was $2,131,000, with the residual $10,916,000, net of legal fees of $78,000, allocated to the 2,624,936 shares of Series C. On the IPO effective date of July 22, 2015, the Series C warrant fair values were remeasured for a final time and an increase in fair value of approximately $1,698,000 has been recorded in other income (expense), net in the Company's consolidated statements of operations for year ended December 31, 2015. Upon the closing of the Company's IPO, all of the shares of the Company's redeemable convertible preferred stock ("Preferred Shares") were retired and cancelled and shall not be reissued as shares of such series, and all rights and preferences of those Preferred Shares were cancelled including the right to receive undeclared accumulated dividends. On the IPO closing date, all outstanding shares of redeemable preferred stock converted into 9,217,983 shares of common stock and all remaining outstanding Series C warrants issued in conjunction with purchases of Series C were net exercised at the IPO price for 78,926 shares of common stock. |